09:49     OMNICORP<00094> - Announcement (2)                                  

    After deducting the commission payable to the Placing                     
    Agent and other expenses in relation to the Placing,                      
    the net placing price will be approximately HK$0.92                       
    per Placing Share.                                                        
                                                                              
    Placing Shares                                                            
    The Placing Shares represent 9.86% of the existing                        
    issued share capital of the Company comprising                            
    91,292,768 Shares and 8.97% of the enlarged issued                        
    share capital of the Company immediately after the                        
    Placing comprising 100,292,768 Shares. The Placing                        
    Shares will rank, upon issue, pari passu in all                           
    respects with the Shares in issue on the date of                          
    allotment and issue of the Placing Shares.                                
                                                                              
    General Mandate                                                           
    The Placing Shares will be issued under the general                       
    mandate granted to the Directors by resolution of the                     
    Shareholders passed at the annual general meeting of                      
    the Company held on 20 May 2004 to allot and issue                        
    Shares subject to a limit of 20% of the issued share                      
    capital of the Company as at 20 May 2004. As at the                       
    date of this announcement, no Share has been issued                       
    under the said general mandate.                                           
                                                                              
    Condition of the Placing                                                  
    Completion of the Placing is conditional upon the                         
    Listing Committee of the Stock Exchange granting                          
    approval for the listing of, and permission to deal                       
    in, the Placing Shares. Completion of the Placing                         
    shall take place on the second business day after the                     
    fulfillment of the aforesaid condition or such other                      
    date as the Company and the Placing Agent may agree                       
    in writing.                                                               
                                                                              
    In the event that the above condition is not satisfied                    
    or waived by 1 March 2005, or such other date as the                      
    Company and the Placing Agent may agree, the Placing                      
    will not proceed.                                                         
                                                                              
    The terms of the Placing Agreement were negotiated                        
    on an arm's length basis between the Company and the                      
    Placing Agent. The Directors consider that the terms                      
    of the Placing Agreement are fair and reasonable based                    
    on the current market conditions and in the interests                     
    of the Company and the Shareholders as a whole.                           
                                                                              
    REASONS FOR THE PLACING                                                   
    The Directors consider that the Placing represents                        
    an opportunity to raise capital for the Group for                         
    general working capital purpose whilst broadening the                     
    shareholder base and the capital base of the Group.                       
                                                                              
    USE OF PROCEEDS                                                           
    Assuming all the Placing Shares are subscribed by and                     
    allotted to the Placees, the Company intends to use                       
    the net proceeds of approximately HK$4.5 million for                      
    expansion of existing operation, in particular,                           
    increased marketing budget for smart card and                             
    furniture business, and approximately HK$3.8 million                      
    for additional working capital of the Group.                              
                                                                              
    EFFECT ON SHAREHOLDING STRUCTURE                                          
    The existing shareholding structure of the Company                        
    and its shareholding structure immediately after the                      
    Placing are set out below:-                                               
                                                                              
    Shareholder   Existing Shareholding Structure                             
    Shareholding Structure Immediately After the Placing                      
    No. of Shares   %   No. of Shares   %                                     
                                                                              
    The Grande (Nominees) Limited (Note 1)   6,573,795                        
    7.20   6,573,795   6.56                                                   
    Planet Adventure Limited (Note 2)   6,200,000   6.79                      
    6,200,000   6.18                                                          
    Patova International Limited (Note 2)   100,000                           
    0.11   100,000   0.10                                                     
    Lui Chun Bing, Tommy (Note 3)   4,266,800   4.67                          
    4,266,800   4.26                                                          
    Shaw Wen Fei (Note 4)   1,064,900   1.17   1,064,900                      
    1.06                                                                      
    Au Hoi Tsun, Peter (Note 5)   345,000   0.38   345,000                    
    0.34                                                                      
    Placees   -   -   9,000,000   8.97                                        
    Other public Shareholders   72,742,273   79.68                            
    72,742,273   72.53                                                        
                                                                              
    91,292,768   100   100,292,768   100